UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14A-101)
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. __)
Filed
by the Registrant x
Filed
by a Party other than the Registrant o
Check
appropriate box:
o
Preliminary Proxy
Statement
o Confidential, For
Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
x Soliciting
Material Pursuant to § 240.14a-12
APPLIED
BIOSYSTEMS INC.
(Name
of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of filing fee (Check the appropriate box):
x No
fee required.
o
Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
o
Fee paid previously with preliminary materials:
o Check box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid
previously. Identify the
the
previous filing by registration statement number, or the form or schedule and
the date of its filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4)
Date Filed:
 |
 |
FOR IMMEDIATE
RELEASE
Invitrogen
and Applied Biosystems
Announce
Expiration of Hart-Scott-Rodino Waiting Period
Carlsbad and Foster City, Calif., July 29, 2008 – Invitrogen
Corporation (NASDAQ: IVGN) and Applied Biosystems Inc. (NYSE: ABI) today
announced the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, in connection with the companies’ pending
merger. The expiration of the waiting period satisfies one of the
conditions to the closing of the transaction. Invitrogen will soon be
engaging with the European Commission for a similar review
process.
As
previously announced on June 12, 2008, the Boards of Directors of Invitrogen and
Applera Corporation approved a definitive merger agreement under which
Invitrogen will acquire all of the outstanding stock of Applied Biosystems Inc.
for $38.00 per share in a cash and stock transaction valued at $6.7
billion. This consideration represents a premium of 17% to Applied
Biosystems’ stock price on June 11, 2008.
Invitrogen
also announced it will file the preliminary S-4 with the Securities and Exchange
Commission by the end of July or early August 2008. The transaction
is subject to approval of both companies’ shareholders as well as other
customary closing conditions and is targeted to close in late October or early
November of 2008.
Also
as previously announced, the two companies have begun work on integration
activities under the leadership of Mark Smedley, Invitrogen’s Global Head of
Operations. Integration team members from both companies across all regions met
July 20-22, 2008, to discuss proposed milestones and activities for the
integration and further review proposed synergies.
“Integration
teams comprising all functional areas of both companies are now in place and
operating at full speed,” Smedley said. “We have a clear integration model in
place and we are well on track to start delivering on the potential of our new
company as soon as the transaction closes.”
About
Invitrogen
Invitrogen
Corporation (NASDAQ: IVGN) provides products and services that support academic
and government research institutions and pharmaceutical and biotech companies
worldwide in their efforts to improve the human condition. The company provides
essential life science technologies for disease research, drug discovery, and
commercial bioproduction. Invitrogen’s own research and development efforts are
focused on breakthrough innovation in all major areas of biological discovery
including functional genomics, proteomics, stem cells, cell therapy and cell
biology – placing Invitrogen’s products in nearly every major laboratory in the
world. Founded in 1987, Invitrogen is headquartered in Carlsbad, California, and
conducts business in more than 70 countries around the world. The company
employs approximately 4,700 scientists and other professionals and had revenues
of approximately $1.3 billion in 2007. For more information, visit
www.Invitrogen.com.
About Applied Biosystems
Inc.
Applied
Biosystems Inc. (formerly known as Applera Corporation) is a global leader in
the development and marketing of instrument-based systems, consumables,
software, and services for academic research, the life science industry and
commercial markets. Driven by its employees' belief in the power of science to
improve the human condition, the company commercializes innovative technology
solutions for DNA, RNA, protein and small molecule analysis. Customers across
the disciplines of academic and clinical research, pharmaceutical research and
manufacturing, forensic DNA analysis, and agricultural biotechnology use the
company’s tools and services to accelerate scientific discovery, improve
processes related to drug discovery and development, detect potentially
pathogenic microorganisms, and identify individuals based on DNA sources.
Applied Biosystems has a comprehensive service and field applications support
team for a global installed base of high-performance genetic and protein
analysis solutions. Applied Biosystems Inc. is headquartered in Norwalk, CT.
Information about Applied Biosystems, including reports and other information
filed by the company with the Securities and Exchange Commission, is available
at http://www.appliedbiosystems.com.
All information in this news release is as of the date of the release, and
Applied Biosystems does not undertake any duty to update this information unless
required by law.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
This
press release is being made pursuant to and in compliance with Rules 165 and 425
of the Securities Act of 1933 and does not constitute an offer of any securities
for sale or a solicitation of an offer to buy any securities. In
connection with the proposed transaction, Invitrogen and Applied Biosystems
expect to file a proxy statement/prospectus as part of a registration statement
on Form S-4 regarding the proposed transaction with the Securities and Exchange
Commission, or SEC. Investors and security holders are urged to read the
proxy statement/prospectus because it will contain important information about
Invitrogen and Applied Biosystems and the proposed transaction. The final
joint proxy statement/prospectus will be mailed to shareholders of Invitrogen
and Applied Biosystems. Investors and security holders may obtain a
free copy of the definitive proxy statement/prospectus and other documents when
filed with the SEC at the SEC’s website at www.sec.gov. The definitive proxy
statement/prospectus and other relevant documents may also be obtained free of
charge from Invitrogen by directing such requests to: Invitrogen Corporation,
Attention: Investor Relations 5791 Van Allen Way, Carlsbad, CA 92008, or from
Applied Biosystems by directing such requests to: Applied Biosystems, Attention:
Investor Relations 850 Lincoln Center Drive, Foster City, CA
94404.
PARTICIPANTS
IN THE SOLICITATION
Invitrogen
and Applied Biosystems and their respective directors, executive officers and
certain other members of their management and employees may be deemed to be
participants in the solicitation of proxies in connection with the proposed
transaction. Information concerning all of the participants in the
solicitation will be included in the proxy statement relating to the proposed
merger when it becomes available. Each of these documents is, or will be,
available free of charge at the Securities and Exchange Commission’s Web site at
http://www.sec.gov and from Invitrogen Investor Relations, telephone:
760-603-7200 or on Invitrogen’s website at http://www.invitrogen.com or Applied
Biosystems’ website: at http://www.appliedbiosystems.com.
Contact
Information:
|
Contacts
for Invitrogen
Investors:
Amanda
Clardy
(760)
476-7075
ir@invitrogen.com
Media:
Farnaz
Khadem
(760)
603-7245
(760)-889-5547
(mobile)
Farnaz.khadem@invitrogen.com
|
Contact
for Applied Biosystems
Investors:
Peter
Dworkin
(650)
554-2479
dworkipg@appliedbiosystems.com
|
#
# #
*
* *
FORWARD
LOOKING STATEMENTS
Some
statements made by Applied Biosystems Inc. (formerly Applera Corporation, the
“Company”) or Invitrogen Corporation (“Invitrogen”) contained in, or
incorporated by reference in, this communication are forward-looking and are
subject to a variety of risks and uncertainties. These forward-looking
statements may be identified by the use of forward-looking words or phrases such
as “believe,” “expect,” “intend,” and “anticipate,” among others. Such
forward-looking statements include statements regarding our decision to enter
into an agreement for a sale of the Company, the ability of the Company and
Invitrogen to complete the transaction contemplated by the definitive agreement,
including the parties’ ability to satisfy the conditions set forth in the
definitive agreement, and the possibility of any termination of the definitive
agreement. The forward-looking statements contained in this report are based on
our current expectations, and those made at other times will be based on our
expectations when the statements are made. We cannot guarantee that any
forward-looking statements will be realized.
The
Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
forward-looking statements. To comply with the terms of the safe
harbor, we note that a variety of factors could cause actual results and
experience to differ materially from anticipated results or other expectations
expressed in forward-looking statements. We also note that achievement of
anticipated results or expectations in forward-looking statements is subject to
the possibility that assumptions underlying forward-looking statements will
prove to be inaccurate. Investors should bear this in mind as they consider
forward-looking statements. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ materially,
including required approvals by the stockholders of the Company and Invitrogen,
as well as of regulatory agencies, the possibility that the anticipated benefits
from the merger cannot be fully realized, the possibility that costs or
difficulties related to the integration of the Company’s operations and those of
Invitrogen will be greater than expected, the impact of competition and other
risk factors included in the Company’s and Invitrogen’s reports filed with the
SEC. The risks and uncertainties that may affect the operations, performance,
development, and results of our business include, but are not limited to, those
described under the heading “Risks Factors” in our Annual Report on Form 10-K
for the fiscal year ended June 30, 2007, as updated by our subsequent Quarterly
Reports on Form 10-Q. We note that our business could be affected by
other factors that we have not disclosed because we think they are
immaterial. Also, there may be additional risks and uncertainties
that could affect our businesses but that are not currently known to us. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates. The Company undertakes no obligation to
publicly update or revise any forward looking statements, whether as a result of
new information, future events, or otherwise.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the proposed merger contemplated in the Agreement and Plan of
Merger, dated as of June 11, 2008, among Invitrogen, Atom Acquisition, LLC and
the Company, Invitrogen will file with the SEC a Registration Statement on Form
S-4 that will include a joint proxy statement of the Company and
Invitrogen. The Company and Invitrogen will mail the joint proxy
statement to their respective stockholders. Investors and security
holders are urged to read the joint proxy statement when it becomes available
because it will contain important information. You may obtain a free
copy of the joint proxy statement (when available) and other related documents
filed with the SEC by the Company and Invitrogen at the SEC’s website at
www.sec.gov. The joint proxy statement (when it is available) and the
other documents may also be obtained for free at the Company’s website at
http://www.appliedbiosystems.com or at Invitrogen’s website at
http://www.invitrogen.com.
PARTICIPANTS
IN THE SOLICITATION
The
Company and Invitrogen and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from stockholders in
respect of the transactions contemplated in connection with the proposed
merger. Information regarding the persons who may, under the rules of
the SEC, be considered participants in the solicitation of stockholders in
connection with the merger will be set forth in the joint proxy statement when
it is filed with the SEC. You can find information about Company’s
executive officers and directors in the Company’s definitive proxy statement
filed with the SEC on September 6, 2007. You can find information
about Invitrogen’s executive officers and directors in its definitive proxy
statement filed with the SEC on March 5, 2008. You may obtain free
copies of these documents from the Company or Invitrogen, as applicable, by
using the contact information above.